real-20260415

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_______________________________________________________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

_______________________________________________________________________

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

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☐ Soliciting Material under § 240.14a-12

The RealReal, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

TO OUR STOCKHOLDERS:

We are pleased to invite you to attend the 2026 annual meeting of stockholders of The RealReal, Inc., a Delaware corporation, to be held on June 10, 2026 at 9:00 a.m. Pacific Time. The annual meeting will be a virtual stockholder meeting through which you can listen to the meeting, submit questions and vote online.

The annual meeting can be accessed by visiting www.virtualshareholdermeeting.com/real2026. To participate, you will need your 16-digit control number included in your proxy materials, on your proxy card or on the instructions that accompanied your proxy materials.

Details regarding admission to the annual meeting and the business to be conducted at the annual meeting are described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement.

We have elected to provide access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, we are mailing to our stockholders a notice instead of paper copies of this proxy statement and our 2025 Annual Report. The notice contains instructions on how to access those documents over the Internet. The notice also contains instructions on how stockholders can receive a paper copy of our proxy materials, including this proxy statement, our 2025 Annual Report and a form of proxy card or voting instruction form. We believe that providing our proxy materials over the Internet increases the ability of our stockholders to connect with the information they need, while reducing the environmental impact and cost of our annual meeting.

Your vote is important. Whether or not you plan to attend the annual meeting, we hope you will vote as soon as possible. You may vote by telephone or through the Internet by following the instructions on the notice you received or, if you receive a paper proxy card by mail, by completing and returning the proxy card or voting instruction form mailed to you. Please carefully review the instructions for each of the voting options described in this proxy statement, as well as in the notice you received in the mail.

Thank you for your ongoing support of and continued interest in The RealReal, Inc. We look forward to your participation at the annual meeting.

Sincerely,

/s/ Todd Suko

Todd Suko

Chief Legal Officer and Secretary

THE REALREAL, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 10, 2026

Notice is hereby given that the 2026 annual meeting of stockholders (the “2026 Annual Meeting”) of The RealReal, Inc., a Delaware corporation, will be held on June 10, 2026 at 9:00 a.m. Pacific Time. The annual meeting will be a virtual stockholder meeting through which you can listen to the meeting, submit questions and vote online.

The annual meeting can be accessed by visiting www.virtualshareholdermeeting.com/real2026 and entering the 16-digit control number included in your proxy materials, on your proxy card or on the instructions that accompanied your proxy materials. There is no physical location for the annual meeting.

The purpose of the annual meeting will be the following:

1. the election of the three Class I directors named in the proxy statement;

2. the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

3. the approval, on an advisory basis, of the compensation of our named executive officers;

4. the approval of a management proposal to amend our Amended and Restated Certificate of Incorporation to phase in the declassification of our Board of Directors;

5. the approval of a management proposal to amend our Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted pursuant to the Delaware General Corporation Law;

6. the approval of a management proposal to amend our Amended and Restated Certificate of Incorporation to eliminate certain supermajority voting requirements; and

7. the transaction of such other business as may properly come before the meeting, or any adjournment or postponement thereof.

These items of business are more fully described in the proxy statement accompanying this notice.

Stockholders of record at the close of business on April 13, 2026, the record date, are entitled to notice of, and to vote at, the annual meeting and any adjournment or postponement thereof. We expect to commence mailing of a Notice of Internet Availability of Proxy Materials to our stockholders of record containing instructions on how to access the proxy materials on or about April 28, 2026.

YOUR VOTE IS IMPORTANT

You may cast your vote over the Internet, by telephone or by completing and mailing a proxy card. Returning the proxy does not deprive you of your right to attend the annual meeting and to vote your shares online during the annual meeting.

Proxies forwarded by or for banks, brokers or other nominees should be returned as requested by them. We encourage you to vote promptly to ensure your vote is represented at the annual meeting, regardless of whether you plan to attend the annual meeting.

You can find detailed information regarding voting in the section entitled “Questions and Answers” of the accompanying proxy statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 10, 2026.

The notice of the annual meeting, proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available at www.proxyvote.com.

By order of the board of directors,

/s/ Todd Suko

Todd Suko

Chief Legal Officer and Secretary

San Francisco, California

April , 2026

TABLE OF CONTENTS


PROXY STATEMENT			1
PROPOSAL ONE			2
General			2
Directors			3
Recommendation of Our Board			5
CORPORATE GOVERNANCE			6
Corporate Governance Highlights			6
Board Committees			6
Meetings of Our Board of Directors			9
Board Leadership Structure			9
Corporate Governance Guidelines			10
Stockholder Engagement			10
Stock Ownership by Directors and Executives			10
Oversight of Environmental, Social and Governance ("ESG") Initiatives			11
Oversight of Human Capital			12
Evaluations of Our Board, Committees and Directors			12
Code of Ethics and Business Conduct			12
Role of Our Board in Risk Oversight			13
Current Classified Board and Corporate Governance Roadmap			15
Director Independence			16
Information About Our Executive Officers			17
PROPOSAL TWO			18
Principal Accountant Fees and Services			18
Determination of Independence			18
Pre-Approval Policy			19
Recommendation of Our Board of Directors and Audit Committee			19
Report of the Audit Committee			20
PROPOSAL THREE			21
Recommendation of Our Board of Directors			21
COMPENSATION DISCUSSION AND ANALYSIS			22
Executive Summary			22
202 5 Financial and Business Highlights			22
Our Executive Compensation Philosophy			23
Elements of Our 202 5 Compensation Program			24
202 5 Compensation Decisions			25
Our Compensation Process			34
Role of the Independent Compensation Consultant			35
Employment, Severance and Change in Control Agreements			36
Clawback Policy			36
Report of the Compensation, Diversity and Inclusion Committee			37
COMPENSATION TABLES			38
202 5 Summary Compensation Table			38
202 5 Grants of Plan-Based Awards			39
202 5 Outstanding Equity Awards at Fiscal Year End Table			40
202 5 Option Exercises and Stock Vested Table			41


Potential Payments Upon Termination or Change in Control			42
CEO Pay Ratio			45
PAY VERSUS PERFORMANCE			46
DIRECTOR COMPENSATION			49
Director Compensation Highlights			49
Director Compensation Program			49
202 5 Director Compensation Table			50
No Hedging or Pledging			51
202 5 -202 6 Director Compensation			52
EQUITY COMPENSATION PLAN INFORMATION			53
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			54
Indemnification of Directors and Executive Officers			54
Policies and Procedures for Related Party Transactions			54
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			55
PROPOSAL FOUR			58
PROPOSAL FIVE			60
QUESTIONS AND ANSWERS			63
How do I attend the Annual Meeting?			63
What proposals will be voted on at the Annual Meeting?			63
How does the Board recommend that stockholders vote on the proposals?			63
What happens if other business not discussed in this proxy statement comes before the Annual Meeting?			64
Why am I receiving these materials?			64
Who is entitled to vote?			64
How can I vote my shares?			64
What if I am not the stockholder of record?			65
Can I change my vote or revoke my proxy?			65
What is a broker non-vote?			65
What constitutes a quorum?			65
What vote is required to approve each matter to be considered at the Annual Meeting?			66
What is the deadline for submitting a proxy?			66
What does it mean if I receive more than one Internet Notice or proxy card?			67
How will my shares be voted if I return a blank proxy card or a blank voting instruction card?			67
Who is making this solicitation and who will pay the expenses?			68
Will a stockholder list be available for inspection?			68
What is “householding” and how does it affect me?			68
How can I find out the results of the voting at the Annual Meeting?			68
When are stockholder proposals due for next year’s annual meeting of the stockholders?			68
Whom can I contact for further information?			68
WHERE YOU CAN FIND MORE INFORMATION			69
FORM 10-K			69
OTHER MATTERS			70
ANNEX I			71
ANNEX II			72


						TABLE OF CONTENTS

THE REALREAL, INC.

55 Francisco Street

Suite 400

San Francisco, California 94133

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 10, 2026

PROXY STATEMENT

GENERAL INFORMATION

This proxy statement is furnished to stockholders of The RealReal, Inc., a Delaware corporation (the “Company” or “The RealReal”), in connection with the solicitation of proxies by our board of directors (our “Board”) for use at our 2026 Annual Meeting, to be held on June 10, 2026 (the “Annual Meeting”) at 9:00 a.m. Pacific Time, and at any adjournment or postponement thereof. The Annual Meeting will be a virtual stockholder meeting through which you can listen to the meeting, submit questions and vote online. We encourage stockholder participation in the Annual Meeting, which we have designed to promote stockholder engagement. Stockholders will be permitted to ask questions prior to the meeting. You will also be able to listen to the proceedings and cast your vote online.

To help facilitate stockholder participation, we are providing technical support, starting 15 minutes prior to the meeting and for the duration of the meeting. If you encounter any difficulty with the virtual meeting, please go to www.proxyvote.com for assistance.

You can access the Annual Meeting by visiting www.virtualshareholdermeeting.com/real2026 and entering the 16-digit control number included in your proxy materials, on your proxy card or on the instructions that accompanied your proxy materials. There is no physical location for the Annual Meeting. Stockholders may visit www.proxyvote.com to submit questions as well as view the Rules of Conduct for the meeting. Questions must be submitted prior to 8:59 p.m. Pacific Time on June 9, 2026.

As permitted by the rules of the Securities and Exchange Commission (the “SEC”), we are making this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 available to our stockholders electronically via the Internet at www.proxyvote.com. On or about April 28, 2026, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (“Internet Notice”) containing instructions on how to access this proxy statement and vote online or by telephone. If you receive an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them pursuant to the instructions provided in the Internet Notice. The Internet Notice instructs you on how to access and review all of the important information contained in this proxy statement.


						TABLE OF CONTENTS

PROPOSAL ONE

ELECTION OF THE CLASS I DIRECTORS NAMED IN THIS PROXY STATEMENT

General

Our Board currently consists of seven directors, who are divided into three classes with staggered, three-year terms.

At the Annual Meeting, our stockholders will vote to elect the three nominees named in this proxy statement as Class I directors, whose terms will expire at the annual meeting of stockholders to be held in 2029.

Each of our directors, including the director nominees, serves as a director until the election and qualification of his or her successor, or until his or her earlier death, resignation or removal.

Our Board nominates Caretha Coleman, Karen Katz and Mark McCaffrey for election to our Board as Class I directors at the Annual Meeting. The candidacies of Mses. Coleman and Katz and Mr. McCaffrey were each considered by our Corporate Governance and Nominating Committee in accordance with our established process for evaluating candidates to serve on our Board.

Our Corporate Governance and Nominating Committee recommended the appointment of Mses. Coleman and Katz and Mr. McCaffrey to our Board after considering each of their backgrounds, qualifications and professional experience. Each of Mses. Coleman and Katz and Mr. McCaffrey currently serves on our Board, has consented to be named in this proxy statement and has agreed to serve, if elected, until the 2029 annual meeting of stockholders and until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal.

There are no family relationships between or among any of our executive officers, nominees or continuing directors.


TABLE OF CONTENTS						PROPOSAL ONE

Directors

The following table sets forth information with respect to our director nominees for election at the Annual Meeting and continuing directors:


Class I Directors – Nominees for Election at the 2026 Annual Meeting


Name	Age	Director Since	Board Committee(s)

Caretha Coleman	76	August 2020	Compensation, Diversity and Inclusion Committee Corporate Governance and Nominating Committee*
Karen Katz**	69	February 2021	Compensation, Diversity and Inclusion Committee
Mark McCaffrey	60	August 2025	Audit Committee


Class II Directors – Continuing Directors, Term Expiring at the 2027 Annual Meeting


Name	Age	Director Since	Board Committee(s)

Rob Krolik	57	January 2019	Audit Committee*
Jennifer McKeehan	44	March 2026	Corporate Governance and Nominating Committee


Class III Directors – Continuing Directors, Term Expiring at the 2028 Annual Meeting


Name	Age	Director Since	Board Committee(s)

Rati Sahi Levesque	45	October 2024	—
James Miller	62	May 2019	Audit Committee Compensation, Diversity and Inclusion Committee*

* Committee Chair

** Board Chair

Additional biographical descriptions of the director nominees and continuing directors are set forth below. These descriptions include the experience, qualifications, qualities and skills that led to our Board’s conclusion that each director should serve as a member of our Board.


PROPOSAL ONE						TABLE OF CONTENTS

Director Nominees – Class I Directors

Caretha Coleman has served on our Board since August 2020. Ms. Coleman has extensive experience in the technology industry working with start-ups and early-stage ventures in the areas of organizational strategy development, executive coaching and effectiveness. Ms. Coleman previously served as Chief Administration Officer for Interval Research, a Silicon Valley research lab and incubator, from February 1992 to September 1994, with responsibilities for finance, human resources, and facilities. Prior to that, Ms. Coleman served as Chief Human Resources Officer for Software Publishing Corporation from November 1982 to October 1991, where her leadership was instrumental in pioneering one of the first successful desktop application software businesses for the personal computer. Ms. Coleman serves as an advisor to Illuminate, an early-stage venture capital firm focused on enterprise, cloud and mobile computing and has served as a member of the board of directors of Mahmee, a pregnancy and post-partum care provider, since March 2023. Ms. Coleman previously served as an advisor to Launch with GS, which is led by Goldman Sachs and aims to increase capital and facilitate connections for women, Black, Latinx and other diverse entrepreneurs and investors. Ms. Coleman was also a founding member of The Angels’ Forum, which provided guidance and coaching to entrepreneurs. Ms. Coleman serves on the boards of and advises a number of private companies that have a focus on serving underrepresented populations. Previously, Ms. Coleman served on the board of Dignity Health, a not-for-profit health system, from 2005 to 2021, and served as Chair of the Dignity Health board from 2012 to 2015. Ms. Coleman holds a degree in business from Mount Wachusett Community College.

Ms. Coleman was selected to serve on our Board because of her deep experience in the technology industry, working with early-stage ventures to public companies.

Karen Katz has served on our Board since February 2021 and has served as the Chair of our Board since February 2024. Ms. Katz served as the Interim Chief Executive Officer of Intermix from June 2022 to November 2022 and as a member of the board of directors of Intermix from April 2022 to November 2022. Prior to that, Ms. Katz served as the Chief Executive Officer of Neiman Marcus Group from October 2010 to February 2018 and on the board of Neiman Marcus Group from February 2018 to January 2020. Ms. Katz currently serves on the board of directors of Humana Inc. (NYSE: HUM), in addition to other private company boards. Ms. Katz holds a B.A. in Political Science and Government from the University of Texas at Austin and an M.B.A. from the University of Houston.

Ms. Katz was selected to serve on our Board because of her deep experience in luxury and retail.

Mark McCaffrey has served on our Board since August 2025. Mr. McCaffrey has served as the Chief Financial Officer of GoDaddy, Inc. (NYSE:GDDY) since June 2021. Prior to this, Mr. McCaffrey worked at PricewaterhouseCoopers LLP ("PwC"), a professional services firm, for 26 years, including as a partner since July 2000. Most recently, Mr. McCaffrey served as PwC’s US Technology, Media and Telecommunications Leader. Mr. McCaffrey holds a B.B.A. degree in accounting from Pace University.

Mr. McCaffrey was selected to serve on our Board because of his experience in finance and audit.

Continuing Directors – Class II Directors

Rob Krolik has served on our Board since January 2019. Mr. Krolik currently serves as the General Partner and Chief Financial Officer of Burst Capital, a venture capital investment firm, a position he has held since October 2018. Previously, Mr. Krolik served as the Chief Financial Officer of Yelp, an online platform company that connects people with local businesses, from July 2011 to May 2016. Mr. Krolik presently advises a number of private companies. Mr. Krolik holds a B.B.A. in Finance from the University of Texas at Austin, is an Aspen Institute Finance Fellow and is a certified public accountant (inactive).

Mr. Krolik was selected to serve on our Board because of his experience with rapidly growing technology companies and as the former chief financial officer of a publicly-traded company.

Jennifer McKeehan has served on our Board since March 2026. Ms. McKeehan currently serves as Chief Operating Officer of Fanatics Commerce of Fanatics Inc., a position she has held since September 2024. Prior to this, Ms. McKeehan worked at Walmart, Inc. as Senior Vice President, Transportation and Delivery,


TABLE OF CONTENTS						PROPOSAL ONE

Spark Driver Platform and Revenue, from August 2022 to August 2024; Peloton Interactive as Senior Vice President and Head, Global Operations and Supply Chain, from October 2020 to August 2022; and Home Depot, Inc. in various capacities from 2008 to 2020, most recently having served as Vice President, Supply Chain, from 2016 to 2020. Ms. McKeehan holds a bachelor's degree in industrial engineering from the Georgia Institute of Technology.

Ms. McKeehan was selected to serve on our Board because of her operational expertise.

Continuing Directors – Class III Directors

Rati Sahi Levesque has served as our President since February 2021 and as our Chief Executive Officer and member of our Board since October 2024. Previously, Ms. Sahi Levesque served as our Chief Operating Officer from April 2019 until her appointment as Chief Executive Officer in October 2024. Ms. Sahi Levesque also served as our Co-Interim Chief Executive Officer from June 2022 to February 2023. Ms. Sahi Levesque served as our Chief Merchant from May 2012 to March 2019 and as our Director of Merchandise from May 2011 to May 2012. Prior to joining The RealReal, Ms. Levesque was the owner of Anica Boutique, a brick and mortar and online clothing store, from June 2005 to May 2011. Ms. Levesque holds a B.S. in Business Management Economics from the University of California, Santa Cruz.

Ms. Sahi Levesque was selected to serve on our Board because of the perspective and experience she brings as our Chief Executive Officer and her deep knowledge of the Company, as the Company’s first employee.

James R. Miller has served on our Board since May 2019. Mr. Miller served as the Chief Technology Officer of Wayfair, an e-commerce home goods company, from April 2020 to July 2022 and as the Interim Chief Technology Officer of Wayfair from August 2019 to April 2020. Prior to Wayfair, Mr. Miller served as Strategic Advisor of AREVO, a computer software and 3D printing company, from January 2019 to June 2019, and as the Chief Executive Officer of AREVO, from February 2018 to December 2018. Mr. Miller also served as Vice President, Global/Worldwide Operations, of Google from July 2010 to February 2018. Mr. Miller has served as an Executive Partner of Ethos Capital since March 2023 and as a Senior Advisor to BCG since January 2023. Mr. Miller currently serves on the boards of LivePerson (NASDAQ: LPSN), Brambles, LTD and on the boards of a number of private companies. He has also previously served on the board of directors of Wayfair Inc. (NYSE: W) from July 2016 to April 2020 and the Corporate Eco Forum, a corporate sustainability organization, from July 2008 to June 2018. Mr. Miller holds a B.S. in aerospace engineering from Purdue University, an M.S. in mechanical engineering from Massachusetts Institute of Technology and an M.B.A. from MIT’s Sloan School of Management.

Mr. Miller was selected to serve on our Board because of his extensive experience in scaling operations in rapidly-growing internet companies.

Recommendation of Our Board

OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE "FOR" THE ELECTION OF THE CLASS I BOARD NOMINEES NAMED ABOVE.


						TABLE OF CONTENTS

CORPORATE GOVERNANCE

Corporate Governance Highlights


Board Independence and Composition	Board Performance	Policies, Programs and Guidelines


•All directors except our Chief Executive Officer (our “CEO”) are independent •100% independent committee members •Executive sessions of independent directors at meetings •Independent Board Chair •Board and committees may engage outside advisers independently	•Annual Board and committee self-evaluations •Commitment to continuing director education •Oversight of key risk areas and certain aspects of risk management efforts •Oversight of key human capital issues	•Robust stock ownership guidelines for directors and executives •Comprehensive Code of Conduct and Business Ethics and Corporate Governance Guidelines •Prohibition on hedging and pledging for any officers or directors •Compensation clawback policy

Board Committees

Our Board has established three committees: an audit committee (the “Audit Committee”); a compensation, diversity and inclusion committee (the “Compensation Committee”); and a corporate governance and nominating committee (the “Corporate Governance Committee”). The composition and responsibilities of each of the committees of our Board are described below. Each of our committees is governed by a written charter that satisfies the applicable Nasdaq Global Select Market (“Nasdaq”) listing standards. Copies of the charters for each committee are available on the investor relations page of our website at investor.therealreal.com. Members serve on these committees until their resignation or until otherwise determined by our Board. Our Board may establish other committees as it deems necessary or appropriate from time to time.

The following table provides membership and meeting information for 2025 for each of our committees as of year-end:


Name	Audit Committee	Compensation Committee	Corporate Governance Committee


Rati Sahi Levesque	—	—	—
Caretha Coleman	—	x*	—
Karen Katz**	—	—	x*
Robert Krolik	x*	—	—
Niki Leondakis	—	x	x
Mark McCaffrey	x	—	—
James Miller	x	—	—
Total Meetings in 2025	5	4	4

* Committee Chair

** Board Chair


TABLE OF CONTENTS						CORPORATE GOVERNANCE

On March 6, 2026, Niki Leondakis stepped down from her role as a Class II Director, Jennifer McKeehan was appointed as a Class II Director, and the composition of the Board’s committees was reorganized as follows:


Audit Committee	Compensation Committee	Corporate Governance Committee


•Rob Krolik (Chair) •Mark McCaffrey •James Miller	•James Miller (Chair) •Caretha Coleman •Karen Katz	•Caretha Coleman (Chair) •Jennifer McKeehan

Audit Committee

Our Audit Committee consists of Robert Krolik, Mark McCaffrey and James Miller, with Mr. Krolik currently serving as chair. Ms. Katz previously served on the Audit Committee until November 17, 2025. Our Board determined that each member of our Audit Committee is independent within the meaning of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Board also determined that Mr. Krolik is an “audit committee financial expert” as defined by the applicable SEC rules.

Specific responsibilities of our Audit Committee include:

•overseeing our corporate accounting and financial reporting processes and our internal controls over financial reporting;

•evaluating the independent registered public accounting firm’s qualifications, independence and performance;

•engaging and providing for the compensation of the independent registered public accounting firm;

•pre-approving audit and permitted non-audit and tax services to be provided to us by the independent public accounting firm;

•reviewing our financial statements;

•reviewing our critical accounting policies and estimates and internal controls over financial reporting;

•overseeing our risk assessment and risk management programs, including with respect to cybersecurity;

•establishing procedures for complaints received by us regarding accounting, internal controls over financial reporting or auditing matters, including for the confidential anonymous submission of concerns by our employees and periodically reviewing such procedures, as well as any significant complaints received, with management;

•discussing with management and the independent registered public accounting firm the results of the annual audit and the interim reviews of our quarterly financial statements;

•reviewing and approving any transaction between us and any related person (as defined by the Exchange Act) in accordance with the Company’s related party transaction approval policy; and

•such other matters that are specifically designated to our Audit Committee by our Board from time to time.

Compensation Committee

Our Compensation Committee consists of James Miller, Caretha Coleman and Karen Katz, with Mr. Miller currently serving as chair. Chip Baird and Niki Leondakis previously served on the Compensation Committee until their resignations from the Board on November 17, 2025 and March 6, 2026, respectively. Our Board has determined that each member of our Compensation Committee is independent under the Nasdaq listing standards and is a "non-employee director" as defined in Rule 16b-3 promulgated under the Exchange Act.


CORPORATE GOVERNANCE						TABLE OF CONTENTS

Specific responsibilities of our Compensation Committee include:

•reviewing and recommending policies relating to compensation and benefits of our officers and employees, including reviewing and approving corporate goals and objectives relevant to compensation of the CEO and other senior officers;

•evaluating the performance of the CEO and other senior officers in light of those goals and objectives;

•setting the compensation of, or making recommendations with regard to such compensation to our Board, for the CEO and other senior officers based on such evaluations;

•evaluating and recommending to our Board appropriate compensation for the Company’s non-employee directors, including compensation and expense reimbursement policies for attendance at Board and committee meetings;

•administering the issuance of long-term incentive awards under our equity-based incentive plans;

•reviewing and approving, for the CEO and other senior officers, employment agreements, severance agreements, consulting agreements and change in control or termination agreements;

•reviewing our policies, programs and initiatives focusing on diversity and inclusion with respect to our leadership and workforce; and

•such other matters that are specifically designated to our Compensation Committee by our Board from time to time.

Our Compensation Committee also has the authority, in its sole discretion, to retain or obtain the advice of a compensation consultant, legal counsel or other adviser as it deems appropriate to assist with the execution of its duties and responsibilities as set forth above and in its charter.

Compensation Committee Interlocks and Insider Participation

During the year ended December 31, 2025, our last completed fiscal year, each of Mses. Coleman, Leondakis and Katz and Mr. Baird served on our Compensation Committee. During our last completed fiscal year, none of our executive officers served on the board of directors or compensation committee of a company that had an executive officer that served on our Board or Compensation Committee, and no member of our Board was an executive officer of a company in which one of our executive officers served as a member of the board of directors or compensation committee of that company.

Corporate Governance and Nominating Committee

Our Corporate Governance Committee consists of Caretha Coleman and Jennifer McKeehan, with Ms. Coleman currently serving as chair. Mr. Baird previously served as chair of the Corporate Governance Committee until his resignation from the Board on November 17, 2025, Ms. Leondakis served as a member of the Corporate Governance Committee until her resignation from the Board on March 6, 2026, and Ms. Katz served on the Corporate Governance Committee from November 17, 2025 to March 6, 2026. Our Board has determined that each member of our Corporate Governance Committee is independent under the applicable Nasdaq listing standards.

Specific responsibilities of our Corporate Governance Committee include:

•identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on our Board;

•reviewing periodically the Company’s policies, programs and initiatives focusing on social responsibility, including environmental and sustainability and social and human rights matters, and providing recommendations to management;

•considering and making recommendations to our Board regarding changes to the size and composition of our Board;


TABLE OF CONTENTS						CORPORATE GOVERNANCE

•considering and making recommendations to our Board regarding the composition and chairs of the committees of our Board;

•establishing procedures to exercise oversight of, and oversee the performance evaluation process of, our Board and management;

•overseeing periodic evaluations of the performance of our Board and of our Board’s committees;

•instituting plans or programs for the continuing education of our Board and orientation of new directors;

•developing and making recommendations to our Board regarding corporate governance guidelines and matters and monitoring compliance with such guidelines; and

•such other matters that are specifically designated to our Corporate Governance Committee by our Board from time to time.

In the process of identifying, screening and recommending director candidates to our full Board, our Corporate Governance Committee takes into consideration the needs of our Board and the qualifications of the candidates, such as their general understanding of various business disciplines and the Company’s business environment, their educational and professional background, analytical ability, independence, diversity of experience and viewpoints and their willingness to devote adequate time to Board duties. Our Board evaluates each individual in the context of our Board as a whole with the objective of retaining a group that is best equipped to help ensure that the long-term interests of the stockholders are served. When searching for new directors, our Corporate Governance Committee will actively seek out women and individuals from minority groups to include in the pool from which nominees for our Board are chosen. Our Corporate Governance Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.

Our Corporate Governance Committee will consider director candidates recommended by stockholders on the same basis as it evaluates other nominees to serve on our Board. In doing so, our Corporate Governance Committee will evaluate director candidates in light of several factors, including the general criteria outlined above. Our Amended and Restated Bylaws (our “Bylaws”) provide that any stockholder of record entitled to vote for the election of directors at the applicable meeting of stockholders may nominate persons for election to our Board, if such stockholder complies with the applicable notice procedures, which are described in the section named “Questions and Answers” under “When are stockholder proposals due for next year’s annual meeting of the stockholders?”

SEC Form PRE 14A filed by The RealReal Inc.